FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/ X / ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 1-2999
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A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
plan and address of its principal executive office:
CHRIS-CRAFT INDUSTRIES, INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
(a) Financial Statements and Schedules
The financial statements and schedules included herein are filed
as part of this report.
(b) Consent: PricewaterhouseCoopers LLP - Exhibit I
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the Plan) has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
By: /s/ Joelen K. Merkel
--------------------
Joelen K. Merkel
Vice President and Treasurer
Chris-Craft Industries, Inc.
Date: June 29, 1999
<PAGE>
Report of Independent Certified Public Accountants
To the Plan Committee of Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets
available for benefits, and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Chris-
Craft Industries, Inc. Employees' Stock Purchase Plan (the
"Plan") at December 31, 1998 and 1997, and the changes in net
assets available for benefits for each of the three years in the
period ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of the Plan Committee; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in the attached schedules is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional
information required by ERISA. Such information has been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
PricewaterhouseCoopers LLP
Fort Lauderdale, FL
June 11, 1999
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
---------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
<CAPTION>
December 31,
-----------------------
1998 1997
----------- ----------
ASSETS
------
<S> <C> <C>
INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.,
at market:
$1.40 convertible preferred stock; 246
shares (cost $2,509) in 1998 and 1997 $ 401,461 $ 423,135
Class B common stock; 363,600 shares
(cost $895,096) in 1998, 373,059 shares
(cost $946,006) in 1997 17,520,975 19,515,649
Common stock; 644,261 shares
(cost $17,204,587) in 1998, 622,955 shares
(cost $15,407,603) in 1997 31,045,327 32,588,333
----------- -----------
48,967,763 52,527,117
----------- -----------
CASH AND CASH EQUIVALENTS 142,844 294,121
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Participants 90,978 7,454
Employer 90,978 7,454
----------- -----------
181,956 14,908
----------- -----------
LIABILITIES
-----------
EXCESS CONTRIBUTIONS PAYABLE TO PLAN PARTICIPANTS 244,608 309,400
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $49,047,955 $52,526,746
=========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Contributions -
Participant $ 1,756,288 $ 1,687,781 $ 1,620,067
Employer 1,756,288 1,687,781 1,620,067
----------- ----------- -----------
3,512,576 3,375,562 3,240,134
Net unrealized appreciation in
market value of investments - 10,932,902 -
Dividend and interest income 1,739,795 1,230,074 1,185,461
----------- ----------- -----------
5,252,371 15,538,538 4,425,595
----------- ----------- -----------
DEDUCTIONS:
Distributions to participants
upon termination or withdrawal (4,370,446) (2,684,716) (1,374,291)
Excess contributions to be
returned to Plan participants (244,608) (309,400) (127,627)
Net unrealized depreciation in
market value of investments (4,116,108) - (1,886,313)
----------- ----------- -----------
(8,731,162) (2,994,116) (3,388,231)
----------- ----------- -----------
INCREASE (DECREASE) IN PLAN EQUITY (3,478,791) 12,544,422 1,037,364
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 52,526,746 39,982,324 38,944,960
----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $49,047,955 $52,526,746 $39,982,324
=========== =========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
BASIS OF ACCOUNTING -
The Plan's accounting records are maintained on the accrual
method.
INVESTMENT PROGRAM, CONTRIBUTIONS AND DISTRIBUTIONS -
Under the provisions of the Chris-Craft Industries, Inc. (the
Company) Employees' Stock Purchase Plan (the Plan), employees of
Chris-Craft and certain of its subsidiaries who are participants
in the Plan may contribute monthly, at their election, 2%, 4% or
6% of their compensation, as defined, toward the purchase of
Chris-Craft common stock or $1.40 convertible preferred stock.
The Company is required to contribute monthly 25% of the
participants' aggregate contributions and may contribute an
additional discretionary amount, so long as the Company's
aggregate contribution is not greater than 100% of the
participants' aggregate contributions for the year. The Company
matched 100% of participants' aggregate contributions for the
years ended December 31, 1998, 1997 and 1996.
The Plan provides for administration by a committee of at least
three individuals appointed by the Chris-Craft Board of
Directors, with the funds and securities being held in trust by
First Union National Bank, as Trustee. Company contributions may
be made in cash or stock. Cash contributions of the participants
and the Company are invested in Chris-Craft common stock;
investment in $1.40 convertible preferred stock also is
authorized.
The number of employees participating in the Plan as of December
31, 1998, and the combined total of contributions of the Company
and participants are as follows:
Number of
Participants Contributions
at Year Ended December 31,
December 31, ----------------------------------
Division 1998 1998 1997 1996
-------- ------------ ---------- ---------- ----------
Corporate 17 $ 200,558 $ 200,298 $ 183,108
Television 409 3,089,812 2,963,900 2,857,390
Industrial 40 222,206 211,364 199,636
--- ---------- ---------- ----------
466 $3,512,576 $3,375,562 $3,240,134
=== ========== ========== ==========
The shares credited to the account of each participating employee
for Company contributions are determined generally on the basis
of the employee's proportionate share of total employee
contributions. Shares may be distributed upon retirement, death
or disability, and provision is also made for distribution in the
event of termination of employment or withdrawal from the Plan.
Forfeiture of varying portions of the stock attributable to the
Company's contributions results from termination of employment or
withdrawal from the Plan within five years after the employee
becomes a participant. Shares forfeited by participants who
leave the Plan are generally reallocated to the accounts of the
remaining participants in the Plan on the last day of the Plan
year in which expiration of a one year period of severance from
the date of termination occurs, or, if later, the last day of the
Plan year in which the distribution to the participant has
occurred.
Excess contributions were calculated and subsequently distributed
to participants in accordance with Internal Revenue Code
requirements. Such contributions amounted to $244,608 and
$309,400 as of December 31, 1998 and 1997, respectively.
FAIR VALUE OF INVESTMENTS -
The Plan carries its investment in Chris-Craft common shares at
market value based upon stock exchange reported prices. Chris-
Craft Class B common shares, for which there is no trading
market, and Chris-Craft $1.40 convertible preferred shares, which
are traded infrequently, are carried at the market value of their
respective underlying common shares.
PAYMENT OF BENEFITS -
Benefits are recorded when paid.
(2) UNREALIZED APPRECIATION OF INVESTMENTS:
Unrealized appreciation represents the excess of such market
value over the aggregate cost of the investments, and is
summarized as follows:
Year Ended December 31,
-----------------------------------
1998 1997 1996
----------- ----------- -----------
Unrealized appreciation,
beginning of year $36,170,999 $25,456,115 $26,841,241
Adjustments to reflect
investments at market
value (4,116,108) 10,932,902 (1,886,313)
Stock dividend 1,733,819 1,227,021 1,181,330
Unrealized appreciation on
investments distributed
to participants (2,923,139) (1,445,039) (680,143)
----------- ----------- -----------
Unrealized appreciation,
end of year $30,865,571 $36,170,999 $25,456,115
=========== =========== ===========
Based on June 11, 1999 market values, the unrealized appreciation
of Chris-Craft shares held by the Plan on December 31, 1998 was
$29,979,579.
(3) INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.:
Each share of $1.40 convertible preferred stock is redeemable by
Chris-Craft at $40.00 and is convertible into common stock or
Class B common stock as set forth below. Each share of Class B
common stock entitles the holder to ten votes (common stock
entitles the holder to one vote per share), is convertible at all
times into common stock on a share-for-share basis, is not
transferable except to specified persons ("Permitted
Transferees") and, in general, carries the same per share
dividend and liquidation rights as a share of common stock,
except that Chris-Craft's Board of Directors may at its
discretion declare greater cash dividends per share on the common
stock than on the Class B common stock. No additional Class B
shares may be issued without further shareholder approval, except
upon the conversion of $1.40 convertible preferred shares by
holders of record on November 10, 1986 (the record date for the
initial distribution of Class B common stock) or Permitted
Transferees, or in payment of stock dividends or stock splits on
outstanding shares of Class B common stock.
So long as any Class B common stock is outstanding, each share of
$1.40 convertible preferred stock will entitle the holder on
November 10, 1986, or Permitted Transferees, to convert such
share of $1.40 convertible preferred stock into 11.28894 shares
of common stock and 22.57786 shares of Class B common stock, and
to 237.3 votes (11.62760, 23.25520 and 243.6, respectively, as
adjusted for the 1999 stock dividend described below). The
foregoing special conversion and voting rights will be available
to holders of $1.40 convertible preferred stock transferred after
November 10, 1986 only under the same circumstances as those in
which the Class B common stock is transferable. Each share of
$1.40 convertible preferred stock transferred after November 10,
1986 entitles its holder (other than a Permitted Transferee) to
convert such share into 33.86680 shares of common stock and 33.9
votes (34.88280 and 34.9, respectively, as adjusted for the 1999
stock dividend described below).
On January 26, 1999, Chris-Craft's Board of Directors declared a
3% common stock dividend, which was paid in April 1999, and
increased by 3% Chris-Craft's common and Class B common shares
outstanding and also increased by 3% the number of common shares
issuable upon conversion of Chris-Craft's $1.40 convertible
preferred stock. Applicable conversion rates were adjusted
accordingly.
Dividends received consist of the stated cash dividend on the
$1.40 convertible preferred stock and common stock dividends of
3%, aggregating $1,734,163, $1,227,365, and $1,181,674 for the
years ended December 31, 1998, 1997 and 1996, respectively. The
stock dividends were valued using the closing price of Chris-
Craft common stock on the record date.
(4) DISTRIBUTIONS TO PARTICIPANTS FOR TERMINATIONS AND
WITHDRAWALS:
Distributions are made to participants, or their designated
beneficiaries, in the event of death, termination of employment
or withdrawal from the Plan, in whole shares of stock, with
fractional shares of stock payable in cash.
A participant (or the beneficiary in the case of death) is
entitled to a distribution of 100 percent of his or her account
upon termination of employment by normal retirement, permanent
disability or death. A participant who otherwise terminates and
has five or more years of service while a participant of the Plan
receives 100 percent of his or her account. Any participant who
otherwise terminates, having less than five years of
participation in the Plan, receives 100 percent of that part of
the participant's own account attributable to the participant's
own contributions and a percentage of the shares attributable to
the Company's contributions, as follows:
Percentage
Attributable to the
Years of Participation Company's Contributions
---------------------- -----------------------
Less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
The dollar amounts of distributions, which are computed using
market values of Chris-Craft shares at dates such shares are
ordered to be transferred into the names of terminated or
withdrawn participants, are as follows:
Year Ended December 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
Balances in participants'
accounts upon termination
or withdrawal $4,452,999 $2,801,814 $1,518,091
Less - Nonvested amounts
not distributed (82,553) (117,098) (143,800)
---------- ---------- ----------
Distributions to
participants upon
termination or
withdrawal $4,370,446 $2,684,716 $1,374,291
========== ========== ==========
Participants who had terminated participation in the Plan prior
to December 31, 1998 were due 67,774 shares of common stock,
88,123 shares of Class B common stock and 108 shares of $1.40
convertible preferred stock. Such shares had a market value of
$7,688,537 at December 31, 1998.
(5) FEDERAL TAXES APPLICABLE TO THE PLAN:
All income other than unrelated business income or debt financed
income realized by a trust fund established under a qualified
plan is exempt from federal income taxes. The Internal Revenue
Service has determined, most recently by letter dated December
17, 1998, that the Plan is qualified under Section 401 of the
Internal Revenue Code (the Code) and the related trust income is
exempt from taxation under Section 501(a) of the Code. The Plan
Committee believes that the Plan has been and will continue to be
operated in accordance with all applicable requirements of the
Code.
(6) EXPENSES OF THE PLAN:
Participants' accounts are charged for brokerage fees and
transfer taxes incurred by the Trustee in connection with the
purchase of Chris-Craft shares. The Plan provides that other
expenses incurred in connection with its administration may also
be charged to participants' accounts; however, such expenses have
been paid by the Company for each year presented.
(7) SUBSEQUENT EVENT:
Effective January 1, 1999, Chris-Craft merged the Stock Purchase
Plan maintained by United Television, Inc. (UTV), a majority
owned subsidiary, into this Plan. This Plan is the surviving
Plan. The new merged Plan's name is the Chris-Craft/UTV
Employees' Stock Purchase Plan and benefits to Chris-Craft
employees are substantially unchanged from those under the
current Plan.
<PAGE>
Schedule I
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
MARKET
COST VALUE
----------- -----------
Cash $ 407 $ 407
CoreStates Liquidity Fund,
142,437 shares 142,437 142,437
Chris-Craft Industries, Inc. stock:
$1.40 convertible preferred,
246 shares 2,509 401,461
Class B common, 363,600 shares 895,096 17,520,975
Common, 644,261 shares 17,204,587 31,045,327
----------- -----------
Total Investments $18,245,036 $49,110,607
=========== ===========
<PAGE>
<TABLE>
Schedule II
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS <F1><F2>
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Current
Value
Identity of of Asset at
Party Purchase Selling Cost of Transaction Net
Involved Description of Asset Price Price Asset Date Gain
- ----------- -------------------- ---------- ---------- ---------- ------------ -------
<S> <C> <C> <C> <C> <C>
First Union CoreStates Liquidity Fund
National Purchases, 3,372,594 units in 44
Bank 44 transactions <F3> $3,372,594 $ - $3,372,594 $3,372,594 $ -
First Union Sales, 3,501,668 units
National in 19 transactions - 3,501,668 3,501,668 3,501,668 -
Bank
SBC Warbug Chris-Craft Industries, Inc.
Dillon common stock, --
Read, Inc. Purchases, 34,376 shares
in 7 transactions 1,878,121 - 1,878,121 1,878,121 -
Axiom Chris-Craft Industries, Inc.
Capital common stock, --
Management Purchases, 34,419 shares
in 6 transactions 1,620,099 - 1,620,099 1,620,099 -
<FN>
Notes:
<F1> Transactions included herein represent transactions or a series of transactions in securities of
the same issue or with respect to the same issuer in excess of 5% of the quoted market value of Plan
assets at the beginning of the year.
<F2> This schedule incorporates all disclosures required by the Department of Labor for assets purchased
and sold during the year.
<F3> This fund is included in cash and cash equivalents in the accompanying Statements of Net Assets
Available for Plan Benefits.
</FN>
</TABLE>
<PAGE> Exhibit I
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-69875) of Chris-Craft
Industries, Inc. Employees' Stock Purchase Plan of our report
dated June 11, 1999, appearing in this Form 11-K.
PricewaterhouseCoopers LLP
June 28, 1999
